Ocean Sky International Limited - Ocean Sky International Ltd ...

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
SHARE CAPITAL
Our Company was incorporated in the Republic of Singapore under the Act as a private limited company
on 8 September 1988 under the name of Ocean Sky Knitted Garments Factory Pte Ltd. We changed our
name to Ocean Sky Textile Pte Ltd on 9 October 1989. On 7 February 2003, we were converted into a
public limited company and changed our name to Ocean Sky International Limited.
At extraordinary general meetings held on 30 January 2003, and on 15 February 2003, our Shareholders
approved inter-alia, the following:-
(a) the capitalisation of $12,013,086 out of retained profits, and $636,500 out of share premium
account for a bonus issue of 12,649,586 ordinary shares of $1 each;
(b) the sub-division of each ordinary share of S$1.00 in the existing authorised and issued and paidup
share capital into 20 ordinary shares of S$0.05 each (“Sub-division of Shares”);
(c) conversion of our Company into a public limited company and the change of our name to Ocean
Sky International Limited;
(d) the adoption of a new set of Articles of Association;
(e) the adoption of the Scheme, the participation in the Scheme by Mr Ang Boon Cheow Edward, Mr
Ang Boon Chong and any other Controlling Shareholders and/or their associates, and any specific
grant of Options to each of these persons will have to be by way of separate resolutions approved
by independent shareholders of our Company in a general meeting, and that the Directors of our
Company be authorised to allot and issue Shares upon the exercise of options granted under the
Scheme;
(f) the issue of 92,000,000 New Shares pursuant to the Invitation which when fully paid, allotted and
issued, will rank pari passu in all respects with the existing issued Shares (the “Issue of New
Shares”); and
(g) the authorisation of our Directors, pursuant to Section 161 of the Act and subject to the provisions
of the Articles of Association of our Company and the approval of the SGX-ST, to allot and issue
(i) shares; (ii) convertible securities; (iii) additional convertible securities issued pursuant to rights,
bonus or other capitalisation issues (notwithstanding that such authority may have ceased to be in
force at the time the securities are issued, provided that the adjustment does not give the holder of
the convertible securities a benefit that a Shareholder does not receive); or (iv) shares arising from
the conversion of securities in (ii) and additional convertible securities in (iii), notwithstanding that
such authority may have ceased to be in force at the time the shares are to be issued), in our
Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and
conditions and for such purposes and to such persons as our Directors may in their absolute
discretion deem fit Provided That the aggregate number of such shares and convertible securities
to be issued shall not exceed 50% of the issued share capital of our Company immediately prior to
the proposed issue (calculated based on the issued share capital of our Company at the time this
resolution is passed, after adjusting for new shares arising from the conversion of convertible
securities or employee share options on issue at the date of this resolution, and after adjusting for
any subsequent consolidation or sub-division of shares) and Provided That the aggregate number
of such shares and convertible securities to be issued other than on a pro-rata basis to the then
existing Shareholders of our Company shall not exceed 20% of the issued share capital of our
Company immediately prior to the proposed issue and, unless revoked or varied by our Company
in general meeting, such authority shall continue in force until the conclusion of the next annual
general meeting of our Company or the date by which the next general meeting of our Company is
required by law to be held, whichever is the earlier.
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